With or Without You - Chapter 2 Continued
by ScorchedButterfly
Summary: With or Without You follows the story of Caroline and Kate from Last Tango in Halifax. I wanted the overall story to remain 'T' rated, but I have written an 'M' rated continuation of Chapter 2, which takes place after Caroline wakes Kate. You are very welcome to read, but if you would rather keep it 'T' rated, don't worry, you won't miss any plot! Thanks.


By the time Caroline ended her phone call and entered the bedroom it was bathed invitingly in the morning sunlight. Not that the blonde noticed, her interest being immediately captivated by the gorgeous woman occupying her bed.

She felt a familiar rush of overwhelming love, followed by the pang of guilt that now routinely followed when she thought about Kate. She closed her eyes and pinched the bridge of her nose, wondering how the Hell she was going to get out of this one.

A sigh from the bed made her look up, and the blonde smiled in spite of herself as she took in the sight before her.

Even when she had been in denial about the depth of her feelings, Caroline had always acknowledged that Kate was lovely. She had spent many of her working hours discreetly admiring the brunette, finding her professional attire particularly distracting. Caroline's breath still hitched at the way a simple button-up blouse accentuated the younger woman's figure.

As she watched her partner sleep, noting her caramel skin, the pulse beating evenly at her collar and the rise and fall of her chest, Caroline's heart broke slightly at the thought that someone so wonderful actually put up with her.

Having spent so many years hiding her feelings - throwing herself into being a wife, mother and career woman - it still surprised the blonde that she was finally able to indulge in desires she had thought were buried forever.

_Until the inevitable happens and I screw it all up again._

Kate shifted position in her sleep, jolting Caroline back to the present. She crossed the room and slipped into bed, propping herself up with one hand to admire her girlfriend.

She suddenly felt the ridiculous urge to cry, but forced it back down, seeking comfort in the woman she was both terrified to lose and scared to keep.

Tucking a stray wisp of hair behind Kate's ear, the headmistress curled herself snugly around the younger woman's frame. She absently traced a hand over Kate's ribs, and against all odds began to doze, soothed by the warmth of the bed and scent of vanilla body lotion.

Her fingertips grazed the side of a breast and Kate's body pushed back into her, pulling Caroline from the brink of sleep. The brunette's backside now pressed firmly against her core, and her shoulders connected deliciously with the blonde's chest.

"…Caroline?" murmured a voice heavy with drowsiness.

Blue eyes widened at the note of sleepy desire that ran through her name, "Yes?"

Firm hands suddenly covered Caroline's, stopping the blonde's explorations in their tracks, "You have two options; either take your hands off me right now and let me go back to sleep, or touch me properly - because I love you, but if you tease me any more I might have to kill you."

Caroline chuckled softly, the sadness that had been radiating from her quickly replaced by a much more appealing emotion. She placed a kiss against her partner's neck and felt Kate's pulse quicken in response.

An approving murmur escaped the brunette as Caroline bit down gently on her pulse point, and the headmistress smiled against perfumed skin.

Drawing back to appreciate the mark left by her handiwork, she slowly tuned Kate towards her, quirking an eyebrow as mischievous blue eyes found sleepy brown ones, "That is by far the easiest decision I have ever had to make, Miss McKenzie," she whispered, capturing her girlfriend in a soft kiss.

XXXXX

Having been pinned to the bed by the weight of Caroline's body, Kate watched captivated as the headmistress parted her legs and positioned herself between them.

It always shocked the brunette how quickly Caroline could bring her to the brink. The gorgeous blonde had barely begun to touch her and already she was writhing helplessly.

None of this was lost on Caroline, whose blue eyes sparkled in amusement. She raised a perfectly sculpted eyebrow and a pang of desire shot straight through the younger woman.

"Eager?" Caroline smirked as Kate's hips bucked, craving contact with the body held tantalisingly above her.

She clenched her teeth in frustration, "Yes! And so would you be if you'd been lying here for five hours!"

Caroline placed a soft kiss against slightly parted lips; the loving gesture a wonderful contrast to the firm breasts pushed seductively against her.

"That _is_ a long time," the blonde agreed silkily, "but I promise the next five hours will make up for it."

Flashing a suggestive grin, Caroline pulled herself upright to straddle her partner, relishing Kate's whimper at the loss of contact.

She looked down at the younger woman, carefully balanced above her neat baby bump. Caroline bit her bottom lip as she admired the view, considering her many options.

She could tell by the set of Kate's jaw that her girlfriend was fighting to remain still, her serious brown eyes blown wide with desire and her fists clenched either side of her head.

The headmistress found this submission immensely appealing, and ran her thumb affectionately over the brunette's flushed cheek, before moving lower to tug at her nightshirt.

The top buttons parted, exposing Kate's flesh to the cool air. Caroline watched, fascinated, as goose bumps rippled over the skin. She bent down to soothe them away with soft kisses, smirking at the delighted hiss this elicited from her partner.

The knowledge that Kate had been fantasising about this lit a fire within Caroline. She abandoned the remaining buttons impatiently, cupping firm breasts possessively through the fabric.

Anxiety and confusion had bubbled beneath her composed surface all day, and she suddenly needed to touch Kate; seeking reassurance that, for reasons that always eluded Caroline, the lovely woman was still there.

Kate gasped as her nipples hardened under Caroline's palms. Her breasts had always been sensitive, but since her pregnancy every brush of Caroline's hands or mouth drove her crazy.

Normally the younger woman was happy for Caroline to tease her for hours, but tonight her need had been steadily growing since their dance in the kitchen, and she had been on a knife edge before the headmistress had even entered the room.

As a hot mouth found her nipple through her nightshirt, Kate's resolve snapped. Grasping a fistful of blonde hair she pulled the infuriating woman into a demanding kiss, trying to reassure her that she did not have to face her battles alone.

Caroline let out a contented sigh, a small part of her registering irritation that Kate could pull a moan from her quite so easily. Reluctantly, she allowed the brunette to take control.

Sensing victory, Kate began trailing kisses along Caroline's jawline, pausing to nip at the sensitive skin behind her ear.

With a surge of relief, she felt the tension begin to drain from Caroline's body. Satisfied that she no longer had to provide reassurance, Kate finally allowed herself to concentrate on finishing what they had started so many hours ago.

She raked her nails suggestively down the headmistress' back and grinned at the blonde's gasp of surprise, knowing that the mixture of pain and pleasure always drove her wild.

Sure enough, Caroline felt her dominant side spring back to life. Shooting the brunette a disapproving look, she removed the roaming hands from her body and pinned them above Kate's head in one swift motion.

"Caroline!" the younger woman pouted, half-heartedly shaking her arms in protest.

The headmistress flashed a wicked grin, "I want to take this slowly, and you are proving _very _distracting," she admonished, determined to focus on the task at hand; to worship Kate with her hands and mouth until the lovely brunette came completely undone.

The throbbing between her legs intensified at the thought.

_God, how did I live so long without this?_

To put it simply, Kate was beautiful. She lay stretched across the bed, breasts straining invitingly under her dishevelled nightshirt, her baby bump just visible beneath. Her eyes were hooded and her dark hair splayed under her like a halo.

Never content to just look when it came to Kate, Caroline leant down to kiss soft lips, attempting to convey the emotions she could never quite put into words.

The younger woman arched into her and Caroline smiled against Kate's mouth as bound wrists strained beneath her grasp.

Pinning her more firmly, Caroline pushed a thigh between her partner's legs. It came away wet and the blonde moaned appreciatively at the revelation that - even though the barrier of her underwear - Kate was exponentially turned on.

The discovery stirred something within Caroline, and she ran a hand under the brunette's shirt to cup a bare breast possessively.

Kate whimpered, rocking against Caroline's thigh. For a split second, it was as though she was being pushed against an office door all over again, the headmistress' hand snaking under her blouse.

Kate's heart rate quickened at the memory, but suddenly the blonde was pulling away, wrenching the younger woman out of her fantasy.

Chocolate brown eyes snapped open in protest at the loss of contact.

Gazing upwards, Kate had to admit that while she did not appreciate the change of pace, she certainly admired the view.

Caroline was perched magnificently above her. Her expanse of soft pale skin, with its smattering of golden freckles, shone in the semi-darkness.

Kate found herself captivated by the way the blonde's chest rose and fell invitingly with her slightly ragged breathing.

Reluctantly, she dragged her eyes away from perfect breasts and up to a familiar face. The predatory look the blonde shot her made her breath hitch.

Silently cursing her pinned hands, Kate drew a calming breath and raised her eyebrows in response to Caroline's frown.

"I can't pin you _and_ touch you." The headmistress admitted with a petulant look that Kate would normally find endearing.

Right now she was too distracted by the overwhelming need to ravish the blonde.

"So release me," she breathed.

Caroline nodded reluctantly, "But leave your arms above your head, or I'll stop," she warned with her best headmistress glare.

Kate longed make a smart comment about Caroline's bossiness, but she was already hanging by a thread, so simply nodded her agreement before mewling in pleasure as a talented mouth mapped its descent down her torso.

Having covered the expanse of visible skin, Caroline impatiently pulled up the blue nightshirt to reveal more of her partner.

Kate's arched back caused her breasts to jut appealingly, her ribs were visible beneath taught caramel skin, her neatly rounded stomach moved softly as she breathed, and a scrap of damp lace was just visible between toned thighs.

Caroline studied her for what felt like an eternity, and the younger woman self-consciously wondered whether she should break the rules and cover her bump with her hands.

She clenched her fists, fighting to remain still. Even in her distracted state she had the presence of mind to be slightly embarrassed by her level of need.

Sensing Kate's vulnerability, Caroline dragged her gaze from flawless skin to meet chocolate brown eyes, "You're very pretty," she murmured.

Kate blushed endearingly at the words and Caroline smiled affectionately at the younger woman, gently pulling her nightshirt back down to restore her modesty.

"And you're magnificent," Kate finished, taking in the woman above her and meaning the words as much as she always did.

A look that Kate could not read fluttered across Caroline's face, and suddenly the blonde captured her in a fierce kiss, ripping apart the buttons at her chest to expose her assets deliciously.

"Caroline!" the younger woman admonished, reaching down to inspect her ruined clothing.

"Hands up!" the headmistress scolded.

To her credit, Kate managed an eye roll, "I think the word you are looking for is 'sorry'."

The blonde shrugged; all the flesh on display made it hard to feel remorse.

_Mine_ she thought, feeling both incredibly sexy and powerful as she bent her head to take a pert nipple into her mouth.

Kate groaned, locking her heels around the blonde's hips in a futile attempt to ground herself.

The action drew Caroline's attention lower; unable to resist, she ran her hands down her girlfriend's body until she reached her goal, placing a palm firmly against black lace.

The abundance of wetness between Kate's legs surprised Caroline and the headmistress growled possessively as the discovery caused a similar flood between her own.

She increased the pressure of her fingers and the woman below her writhed helplessly. Kate had been teased for so long she worried she might go mad. She curled her fists around the bedposts and whimpered.

"…Caroline…"

The older woman smirked at the desperation laced through her name. She stalked catlike up her partner's body, pausing to bite gently at her exposed collarbone.

Kate's knuckles turned white as her grip on the bedposts tightened.

"You are doing admirably, my love," the headmistress smirked, hooking her thumbs through the scrap of lace and inching it slowly down Kate's legs.

Discarding the underwear somewhere on the floor, Caroline bent down to kiss her partner as her fingers finally trailed through slick heat. The blonde moaned appreciatively – evidently her teasing had been _very _effective.

If the direct contact affected Caroline, it was nothing compared to the impact it had on Kate. The brunette was unsure whether it was pregnancy hormones, or (more concerning) just the effect the gorgeous headmistress had on her, but she was approaching the brink at an alarming rate.

Caroline was acutely aware of her girlfriend's predicament, and she began to draw faster circles around her clit, listening carefully as Kate's breathing became increasingly erratic.

The blonde kept her touches light, watching emotions flutter across Kate's lovely face. She sensed that the brunette's arousal was almost torturous, but she was enjoying herself too much to take pity on the younger woman just yet.

Caroline's skilled fingers were perfect, but at the same time not quite enough; bringing Kate deliciously close to the edge without letting her plunge over the precipice.

The headmistress had never seen a more beautiful sight than the brunette stretched out beneath her, biting down on her own arm in a desperate attempt to muffle her cries, and she bent down to whisper this thought to the younger woman.

With previous lovers, Caroline had never been one for dirty talk, preferring to switch off during sex. Yet, as with so many other things, with Kate it was different.

So much about being in a relationship with a woman had delighted Caroline, but nothing more so than discovering that she was, surprisingly, a little bit flirtatious.

The combination of Caroline's whispered fantasies and talented touches finally broke Kate, and the plea she had been withholding for so long escaped through gritted teeth, "_Please!_"

Victory glinted in blue eyes and Caroline stilled her hand, "Please, what?"

Had Kate been able to think coherently she would have fought surrendering the last of her pride. As it was, she felt as though her body and mind were on fire, "…Touch me," she whimpered, wrapping long legs around the blonde's torso and trapping her in place.

Caroline's insides clenched, "How?"

Kate squeezed her eyes shut, mortified by her loss of control. Dirty talk was most definitely Caroline's domain.

At the continued silence, the headmistress slowly pulled her hand away, one eyebrow raised expectantly.

Kate's eyes widened. It simply was not an option for Caroline to stop touching her.

She lifted her head, face flushed with embarrassment and need, and whispered her answer into the ear of the woman she loved.

Humming in satisfaction, Caroline slipped two fingers into her partner without warning, strong muscles immediately clenching around them. Done with teasing, the blonde set a steady pace, deliberately allowing their breasts to brush together in time with her thrusts.

Unable to obey the rules any longer, Kate released the bed posts and pulled Caroline down until the blonde's centre connected with her raised thigh.

Caroline's mind short circuited and she bit down on Kate's shoulder to stifle her cry. She fleetingly worried that the sudden stimulation was too much and that, embarrassingly, she might come from that simple contact alone.

Determined not to come first when she was meant to be in charge, Caroline twitched her fingers rhythmically inside Kate, finding the spongy patch that dove her wild, and widening the brunette's walls even as they contracted.

Sensing that her partner was close, Caroline captured her in a dizzying kiss. She corkscrewed her fingers and revelled in the feeling of having Kate's body wrapped around her.

The addition of a thumb to her clit was all it took for Kate to throw her head back, crying out Caroline's name. Suddenly the tight knot in the centre of her being, which had steadily been expanding as she was kept mercilessly on edge, rolled out to her extremities in a powerful wave. She clung to Caroline as her orgasm slammed into her, light exploding behind her eyes and her body stiffening as her muscles throbbed and contracted wonderfully.

Caroline watched Kate as she came; chest heaving, face flushed, and an arm flung over her eyes. The blonde marvelled at the way the normally poised younger woman came completely undone.

As Kate's mind went blissfully blank Caroline pressed a soft kiss against her cheek. She smiled against perfumed skin and continued her gentle caresses, guiding her partner back down to earth.

Opening her eyes, Kate studied the woman above her; Caroline was magnificent, freckles standing out adorably against skin that was tinged a pleasing pink. The brunette slowly turned her head and kissed the smattering of golden flecks dotted across the blonde's shoulder.

Blue eyes widened at the intimate gesture and Caroline rocked against her partner's thigh, now breathing more rapidly than Kate, whose high had been replaced with a feeling of complete serenity.

The younger woman affectionately swept tousled hair from Caroline's face and tucked it behind her ear.

"My turn" she grinned, taking advantage of the headmistress' distracted state to flip them.

Caroline gasped, abruptly finding herself on her back with the beautiful brunette straddling her hips. She had not expected her partner to be quite so agile, but then again, Kate never failed to amaze her.

The blonde's heart skipped a beat as the woman she loved smiled down at her, obviously enjoying the role reversal.

And suddenly, Kate was deftly pinning a pair of hands above a blonde head, embracing her dominant position, "Time for some payback, Ms Elliott," she smirked.

XXXXX


End file.
